INDEMNIFICATION AGREEMENTIndemnification Agreement • April 1st, 2015 • Majesco • Services-prepackaged software • California
This Indemnification Agreement (“Agreement”) is made as of this [__] day of [__________] 2015, by and between Majesco, a California corporation (the “Company”), and [__________] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER Among MAJESCO, MAGIC INTERMEDIATE, LLC and MAGIC MERGER SUB, INC. Dated as of July 20, 2020Agreement and Plan of Merger • July 21st, 2020 • Majesco • Services-prepackaged software • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 20, 2020, is entered into by and among Majesco, a California corporation (the “Company”), Magic Intermediate, LLC, a Delaware limited liability company (“Parent”) and Magic Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
MAJESCO LIMITED MNDC, MBP-P-136, Mahape, Navi Mumbai – 400 710, Maharashtra, IndiaLetter Agreement • August 14th, 2020 • Majesco • Services-prepackaged software • California
VOTING AGREEMENTVoting Agreement • February 3rd, 2020 • Majesco • Services-prepackaged software • Delaware
This VOTING AGREEMENT, dated as of January 30, 2020 (this “Agreement”), between Majesco, a California corporation (“Buyer”), Majesco Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the persons or entities signatory as Stockholders hereto (each, a “Stockholder” and collectively, the “Stockholders”).
ContractExercise Agreement • November 3rd, 2015 • Majesco • Services-prepackaged software • California
THIS WARRANT WAS ORIGINALLY ISSUED ON SEPTEMBER 1, 2015, AND SUCH ISSUANCE WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE ON EXERCISE HEREOF MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO IT.
AGREEMENT AND PLAN OF MERGER BY AND AMONG MAJESCO, MAJESCO MERGER SUB, INC., AND INSPRO TECHNOLOGIES CORPORATION DATED JANUARY 30, 2020Agreement and Plan of Merger • February 3rd, 2020 • Majesco • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 30, 2020, by and among (i) Majesco, a California corporation (“Buyer”), (ii) Inspro Technologies Corporation, a Delaware corporation (the “Company”), and (iv) Majesco Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
BUSINESS TRANSFER AGREEMENT BETWEEN MASTEK (UK) LIMITED AND MAJESCO UK LIMITEDBusiness Transfer Agreement • April 1st, 2015 • Majesco • Services-prepackaged software • England and Wales
MASTEK (UK) LIMITED, a company incorporated in England and Wales under the registration number 02731277 and having its registered office at Pennant House, 2 Napier Court, Napier Road, Reading. RG1 8BW (hereinafter referred to as “Vendor”, which expression shall unless repugnant to the context or meaning thereof include their successors) of the One Part;
SECURITY AGREEMENTSecurity Agreement • April 1st, 2015 • Majesco • Services-prepackaged software • New York
SECURITY AGREEMENT, dated as of March 25, 2011 (the “Agreement”), between MAJESCOMASTEK INC., a California corporation, having its principal place of business at 105 Fieldcrest Avenue, Suite 208, Edison, New Jersey 08837 (“Debtor”), and ICICI BANK LIMITED, NEW YORK BRANCH (the “Secured Party”).
AMENDMENT TO SUPPORT AGREEMENTSupport Agreement • August 10th, 2020 • Majesco • Services-prepackaged software
This AMENDMENT (this “Amendment”) to that certain Support Agreement, dated as of July 20, 2020, entered into by and among Majesco Limited, a public limited company domiciled in India (the “Principal Stockholder” or “Majesco Limited”), which is the majority shareholder of Majesco, a California corporation (the “Company”), the Company, Magic Intermediate, LLC, a Delaware limited liability company (“Parent”), and Magic Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”) is entered into as of August 8 , 2020 (the “Execution Date”) by and among the Principal Stockholder, the Company, Parent and Merger Sub, each of whom are sometimes referred to individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED SUPPORT AGREEMENTSupport Agreement • August 10th, 2020 • Majesco • Services-prepackaged software
This AMENDED AND RESTATED SUPPORT AGREEMENT (this “Agreement”), dated as of August 8, 2020 (“Execution Date”), is entered into by and among the following individuals and entities:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2020 • Majesco • Services-prepackaged software • New York
EMPLOYMENT AGREEMENT entered into as of February 27, 2015 (the “Effective Date”), by and between COVER-ALL TECHNOLOGIES INC., a Delaware corporation (the “Company”), having its principal office at 412 Mount Kemble Ave, Suite 110C, New Jersey 07960, and MANISH D. SHAH (“Employee”).
VOTING AGREEMENTVoting Agreement • June 19th, 2015 • Majesco • Services-prepackaged software • Delaware
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 3rd, 2015 • Majesco • Services-prepackaged software
THIS SHARE PURCHASE AGREEMENT made this 31st day of October, 2015 at Mumbai, India_AMONGST MASTEK LIMITED, a company incorporated under the laws of India, having its Registered Office at 804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ahmedabad 380 006, India hereinafter referred to as the “Seller” (which expression shall unless it be repugnant to the meaning or context thereof shall be deemed to mean and include its successors-in-title) of the One Part; AND MAJESCO SDN BHD, a company incorporated under the laws of Malaysia and having its office at L3-I-7, Enterprise 4, Technology Park Malaysia (TPM) Lebuhraya Puchong – Sg. Besi, Bukit Jalil, 57000 Kuala Lumpur, Malaysia hereinafter referred to as the “Purchaser” (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors-in-title) of the Other Part:
SUPPORT AGREEMENTSupport Agreement • July 21st, 2020 • Majesco • Services-prepackaged software • California
This SUPPORT AGREEMENT (this “Agreement”), dated as of July 20, 2020, is entered into by and among Majesco Limited, a public limited company domiciled in India (the “Principal Stockholder” or “Majesco Limited”), which is the majority shareholder of Majesco, a California corporation (the “Company”), the Company, Magic Intermediate, LLC, a Delaware limited liability company (“Parent”), and Magic Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Principal Stockholder, the Company, Parent and Merger Sub are sometimes referred to individually as a “Party” and collectively as the “Parties.”
CREDIT FACILITY AGREEMENTCredit Facility Agreement • April 1st, 2015 • Majesco • Services-prepackaged software • New York
The CREDIT FACILITY AGREEMENT dated as of March 25, 2011 made by and between MajescoMastek Inc., a California corporation (“Borrower”) having its offices at 105 Fieldcrest Avenue, Suite #208, Edison, New Jersey 08837, and ICICI Bank Limited, New York Branch, (“Lender” or “Bank”) having its offices at 500 Fifth Avenue, Floor 28, New York, NY 10110.
AMENDED AND RESTATED REVOLVING CREDIT NOTE $5,000,000.00 New York, New York June 2, 2016 FOR VALUE RECEIVED, MAJESCO, a California corporation ("Borrower"), having an address at 105 Fieldcrest Avenue, Suite 208, Edison, New Jersey 08837,...Majesco • June 27th, 2016 • Services-prepackaged software
The Borrower acknowledges that the Applicable Libor Rate is a base rate for calculating interest on certain loans and is not intended to be and is not necessarily the lowest or most favorable rate charged by the Bank to any borrower or category of borrowers. "Business Day" means any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York and any day on which banking institutions located in such state are authorized by law or other governmental action to close. Whenever any payment to be made under this Note shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and any resulting extension of time shall in such case be included in the computation of the payment of interest. This Note is the note referred to in and to be repaid in accordance with (i) the Credit Facility Agreement dated as of March 25, 2011 between the Bank and MajescoMastek Inc. as such may be amended
SERVICES AGREEMENTServices Agreement • March 2nd, 2016 • Majesco • Services-prepackaged software • New Jersey
February 11, 2016 Majesco 105 Fieldcrest Avenue, Suite #208 Edison, New Jersey 08837 Attn: Vice President, FinanceMajesco • February 16th, 2016 • Services-prepackaged software
Subject: Extension of that certain Credit Facility Agreement dated as of March 25, 2011 by and between Majesco (the “Borrower”) and ICICI Bank Limited, New York Branch (the “Bank”) (as such agreement has been amended, restated, extended or otherwise modified from time to time, the “Credit Facility Agreement”)
SUBLEASE AGREEMENTSublease Agreement • March 2nd, 2016 • Majesco • Services-prepackaged software
This Sublease Agreement (this “Sublease”) is made as of this first day of March 1, 2016 (the “Effective Date”), between MAJESCO, a California corporation located at 412 Mt. Kemble Avenue, Suite 110C, Morristown, New Jersey 07960 (“Sublessor”) and DIGILITY INC., a Delaware corporation located at 412 Mt. Kemble Ave. Suite 110C, Morristown NJ 07960 (“Sublessee”).
AMENDMENT TO LIMITED GUARANTYLimited Guaranty • August 10th, 2020 • Majesco • Services-prepackaged software • Delaware
THIS AMENDMENT TO LIMITED GUARANTY (this "Amendment"), effective as of August 8, 2020, is made by and among Thoma Bravo Discover Fund II, L.P., Thoma Bravo Discover Fund II-A, L.P., Thoma Bravo Discover Executive Fund II, L.P., each a Delaware limited partnership (each of the foregoing a "Guarantor" and collectively, the “Guarantors”), and Majesco, a California corporation (the "Company"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Limited Guaranty (as defined below).
AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENTThe Receivables Purchase Agreement • December 4th, 2018 • Majesco • Services-prepackaged software • New York
THIS AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT, the Schedules and the Standard Terms and Conditions (this “Amendment”) dated as of November 29, 2018, by and between Majesco, a California corporation with its principal place of business located at 412 Mount Kemble Avenue, Suite 110C, Morristown, NJ 07960 (the “Client”), and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association with an office at 452 Fifth Avenue, New York, New York 10018 (the “HSBC”).
EXPENSE REIMBURSEMENT AGREEMENTExpense Reimbursement Agreement • July 21st, 2020 • Majesco • Services-prepackaged software • New Jersey
This Expense Reimbursement Agreement (“Agreement”) is made as of July 17, 2020 (“Effective Date”) by and between Majesco, a California corporation, on behalf of itself and its affiliates with offices located at 412 Mt. Kemble Avenue, Suite 110C, Morristown, NJ 07960, (collectively “Majesco”), and Prateek Kumar Solanki (referred to throughout this Agreement as “Employee”).
AGREEMENT AND PLAN OF MERGER by and between Majesco and Cover-All Technologies Inc. Dated as of December 14, 2014Agreement and Plan of Merger • June 19th, 2015 • Majesco • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 14, 2014, by and between Majesco, a California corporation (“MM”), and Cover-All Technologies Inc., a Delaware corporation (the “Company”).
Dated 24th September 2015 MASTEK (UK) LIMITED -and- THE PARTY WHOSE DETAILS ARE SET OUT IN SCHEDULE 1 Joint Venture AgreementJoint Venture Agreement • September 28th, 2015 • Majesco • Services-prepackaged software
ASSET PURCHASE AND SALE AGREEMENT BY AND AMONG MAJESCO AGILE TECHNOLOGIES, llcAsset Purchase and Sale Agreement • April 1st, 2015 • Majesco • Services-prepackaged software • New York
THIS ASSET PURCHASE AND SALE AGREEMENT, dated as of December 12, 2014, is entered into by and among Majesco, a California corporation (“Buyer”), Agile Technologies, LLC, a New Jersey limited liability company (“Seller”), and, solely with respect to Sections 7.8 and 9, William K. Freitag, John M. Johansen and Robert Buhrle (hereinafter, each a “Member,” and collectively, the “Members”). Each of Buyer and Seller are referred to herein as a “Party” and, together, as the “Parties.”
COST SHARING AGREEMENTCost Sharing Agreement • March 17th, 2020 • Majesco • Services-prepackaged software
Majesco Limited, a company registered and operating under the laws of India having its registered office at MNDC, MBP-P-136, Mahape, Navi Mumbai - 400 710, India, hereinafter called as “Majesco Ltd”;
INTRA GROUP SERVICES AGREEMENTIntra Group Services Agreement • July 30th, 2018 • Majesco • Services-prepackaged software
Majesco Limited, a company registered and operating under the laws of India having its registered office at MNDC, MBP-P-136, Mahape, Navi Mumbai 400710, India, hereinafter called as “the PROVIDER”;
YBL/MUM/FL/231/2015-2016 June 30, 2015 Majesco Software & Solutions India Private Limited Near Ambawadi Circle, Ahmedabad 380 015 Dear Sirs,Majesco • August 10th, 2015 • Services-prepackaged software
We YES Bank Limited (the “Lender” or “YBL”) have pleasure in offering you Majesco Software & Solutions India Pvt. Ltd. (the “Borrower”) the following facilities (the “Facilities”) on the terms and conditions set out below:
November 20, 2015 MajescoMastek Inc.Majesco • November 24th, 2015 • Services-prepackaged software
Subject: Extension of that certain Credit Facility Agreement dated as of March 25, 2011 by and between MajescoMastek Inc. (the “Borrower”) and ICICI Bank Limited, New York Branch (the “Bank”) (as such agreement has been amended, restated, extended or otherwise modified from time to time, the “Credit Facility Agreement”)
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2015 • Majesco • Services-prepackaged software • New York
THIS EMPLOYMENT AGREEMENT is entered into as of January 1, 2015 (the “Effective Date”), by and between MAJESCO, a California corporation with offices located at 5 Penn Plaza, 14th Floor, New York, NY 10001 (“Company”), and William Freitag (“Employee”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 1st, 2015 • Majesco • Services-prepackaged software
THIS SHARE PURCHASE AGREEMENT made this 18th day of September, 2014 at Mumbai, India AMONGST MASTEK LIMITED, a company incorporated under the laws of India, having its Registered Office at 804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ahmedabad 380 006, India hereinafter referred to as the “Seller” (which expression shall unless it be repugnant to the meaning or context thereof shall be deemed to mean and include its successors-in-title) of the One Part; AND MAJESCOMASTEK, a company incorporated under the laws of California with company number C1523009 and having its Office at 5 Penn Plaza, New York, New York 10001, USA hereinafter referred to as the “Purchaser” (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors-in-title) of the Other Part:
LEAVE & LICENSE AGREEMENT (Extension of Leave & License Agreement dated June 23, 2015 for 6 months)License Agreement • June 2nd, 2020 • Majesco • Services-prepackaged software
Majesco Limited (CIN: 72300MH2013PLC244874), a company incorporated under the Companies Act, 1956 and having its registered office at MNDC, MBP-P-136, Mahape, Navi Mumbai – 400 710 (hereinafter referred to as the “Licensor” which expression shall, unless the context otherwise requires, mean and include its successors and permitted assigns)
SERVICES AGREEMENTServices Agreement • December 3rd, 2015 • Majesco • Services-prepackaged software • England
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 19th, 2015 • Majesco • Services-prepackaged software • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is made and entered into as of February 18, 2015 (this “Amendment”), by and between Majesco, a California corporation (“MM”), and Cover-All Technologies Inc., a Delaware corporation (the “Company”).
Execution VersionShare Purchase Agreement • November 29th, 2018 • Majesco • Services-prepackaged software
Portions of this exhibit have been omitted and filed separately with the Secretary of the Securities and Exchange Commission (the “Commission”) pursuant to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Such portions are marked as indicated below.
